A third-party can enforce a contract even though it is not a party to that contract if the contracting parties expressly intended to primarily and directly benefit the third-party. Bochese v. Town of Ponce Inlet, 405 F.3d 964 (11th Cir. 2005) (“Under Florida law, a third party is an intended beneficiary of a contract between…
Continue reading ›The parol evidence rule is a substantive rule of law that limits the introduction of evidence to interpret the meaning of a contractual provision. King v. Bray, 867 So. 2d 1224 (Fla. 5th DCA 2004) (“The parol-evidence rule is a substantive rule of law and… provides that a written document intended by the parties to…
Continue reading ›Restrictive covenants like non-compete agreements and non-solicit agreements are valid if supported by one or more legitimate business interests. Fla. Stat. § 542.335. Those legitimate business interests often include the protection of trade secrets, valuable information that does not qualify as trade secret, existing customers, or future prospective customers. Id. However, legitimate business interests can…
Continue reading ›A party seeking to enforce a restrictive covenant must plead and prove the existence of one or more legitimate business interests. Fla. Stat. § 542.335. The proponent typically claims to have a legitimate business interest in its trade secrets, valuable confidential information that otherwise does not qualify as a trade secret, substantial relationships with specific…
Continue reading ›“Florida law … contains a comprehensive framework for analyzing, evaluating and enforcing restrictive covenants contained in employment contracts.” Vital Pharmaceuticals, Inc. v. Alfieri, 23 F. 4th 1282, 1291 (11th Cir. 2022) (quotation and citation omitted). This framework includes a burden shifting approach between the restrictive covenant’s enforcer and enforcee that provides each party with an…
Continue reading ›In business litigation, courts will enforce non-solicitation agreements against a business’ former employee to protect the business’ substantial customer relationships. Section 542.335, Florida Statutes governs the enforceability of customer non-solicitation agreements. Like other restrictive covenants in Florida, the non-solicitation clause must be: (1) reasonable in time, area, and line of business, (2) supported by a…
Continue reading ›A party’s trade secrets are one of the categories of legitimate business interests protected by Florida’s non-compete statute, Section 542.335. Courts will enforce non-compete agreements to protect a party’s legitimate business interests if the interest qualifies as a trade secret under Florida law. In business litigation arising from a non-compete agreement, a common issue is…
Continue reading ›Contractual disputes often arise from issues surrounding the sale of a business, including whether the previous business owner’s restrictive covenants are assignable to and enforceable by the successor owner. “An assignment is a transfer of all the interests and rights to the thing assigned.” Lauren Kyle Holdings, Inc. v. Heath-Peterson Constr. Corp., 864 So. 2d…
Continue reading ›Courts generally have discretion as to whether to grant an injunction to enforce a non-compete agreement. That discretion, however, does not allow courts to avoid enforcing a valid non-compete agreement which has been breached. Peter Mavrick is a Boca Raton non-compete attorney and business litigation attorney who has substantial experience with non-compete litigation, including injunction…
Continue reading ›Florida law generally requires that a party post a “bond” before a Judge will enter an injunction order that prohibits the opposing party from competing in violation of a non-compete agreement. The purpose of requiring a bond as a condition to issuance of a temporary injunction is to provide a sufficient funds to cover the…
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